United States securities and exchange commission logo
September 28, 2022
Jeffrey MacLeod
Chief Executive Officer and Director
KWESST Micro Systems Inc.
155 Terence Matthews Crescent, Unit #1
Ottawa, Ontario, K2M 2A8
Re: KWESST Micro
Systems Inc.
Amendment No. 1 to
Registration Statement on Form F-1
Filed September 16,
2022
File No. 333-266897
Dear Mr. MacLeod:
We have reviewed your amended registration statement and have the
following
comments. In some of our comments, we may ask you to provide us with
information so we
may better understand your disclosure.
Please respond to this letter by amending your registration
statement and providing the
requested information. If you do not believe our comments apply to your
facts and
circumstances or do not believe an amendment is appropriate, please tell
us why in your
response.
After reviewing any amendment to your registration statement and
the information you
provide in response to these comments, we may have additional comments.
Amendment No. 1 to Registration Statement on Form F-1 filed September
16, 2022
Capitalization and Indebtedness, page 37
1. Please revise to
reflect the $400,000 unsecured loans issued on August 29, 2022 and the
CAD$344,000 common
shares issued on July 14, 2022, in a separate column before the
column "As adjusted for
IPO". Further, revise the "As adjusted for IPO" column to reflect
the repayment of
outstanding loans from the proceeds of the offering, as disclosed on page
38. Similar revisions
should be made to the disclosures on page 15. Also, revise your
dilution disclosures on
page 97 to give effect to these transactions.
Jeffrey MacLeod
FirstName LastNameJeffrey
KWESST Micro Systems Inc.MacLeod
Comapany 28,
September NameKWESST
2022 Micro Systems Inc.
September
Page 2 28, 2022 Page 2
FirstName LastName
Use of Proceeds, page 38
2. We note your revised disclosure stating that a portion of the proceeds
from your offering
will be used to repay outstanding loans. To the extent known, please
revise here and in
the prospectus summary to indicate the amount of proceeds that will be
used to repay
outstanding loans. If a material part of the proceeds will be used to
repay
indebtedness, please describe the interest rate and maturity of such
indebtedness and, for
indebtedness incurred within the past year, the uses to which the
proceeds of such
indebtedness were put. Refer to Item 3.C.4 of Form 20-F.
Material Contracts, page 115
3. We note you do not identify the lenders party to your March 2022 or
August 2022
unsecured loan agreements nor are they identified in the loan
agreements filed as Exhibits
10.10 or 10.18 to your registration statement. Please identify the
lenders party to these
agreements in your disclosure or advise. Refer to Item 10.C of Form
20-F. We also note
your disclosure that the "Second Loan contains certain provisions
allowing us to apply to
the TSX Venture Exchange to repay the principal amount by issuing
Common Shares in
accordance with the rules and regulations of the TSX Venture
Exchange." Please file a
copy of each August 2022 loan agreement as an exhibit to your
registration statement or
advise.
General
4. The revisions to your registration statement indicate that you intend
to conduct
your registered public offering in the United States concurrently with
a Canadian
offering pursuant to the exclusion from the registration requirements
of the Securities Act
afforded by Rule 903 of Regulation S. We note that you have published
offering
information on your company website about your concurrent Regulation S
offering.
Please confirm that you are taking steps to distinguish the Regulation
S and U.S. domestic
offering materials and tell us how you will comply with the
prohibition on directed selling
efforts in Regulation S to the extent the offering material on the
website could be deemed
to have the effect of conditioning the market in the United States.
5. Please revise your cover page and disclosure throughout the prospectus
to indicate, if
true, that there is no assurance that the Canadian offering will close
and that you will
receive $3 million from the Canadian offering.
Jeffrey MacLeod
FirstName LastNameJeffrey
KWESST Micro Systems Inc.MacLeod
Comapany 28,
September NameKWESST
2022 Micro Systems Inc.
September
Page 3 28, 2022 Page 3
FirstName LastName
You may contact Melissa Kindelan, Senior Staff Accountant, at (202)
551-3564 or
Christine Dietz, Senior Staff Accountant, at (202) 551-3408 if you have
questions regarding
comments on the financial statements and related matters. Please contact
Patrick Faller, Staff
Attorney, at (202) 551-4438 or Jan Woo, Legal Branch Chief, at (202) 551-3453
with any other
questions.
Sincerely,
Division of
Corporation Finance
Office of Technology
cc: Richard Raymer